Business Document Files

BUSINESS DOCUMENT FILES

This General Business Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal address: and Service Provider Name: with principal address: . Collectively, Client and Service Provider are the "Parties."

WHEREAS

WHEREAS, Client requires certain business documents, records, and related services described herein; and

WHEREAS, Service Provider represents that it has the professional expertise and resources to prepare, review, organize, and deliver the business document files and ancillary services set forth in this Agreement; and

WHEREAS, the Parties agree to the terms governing the performance, payment, confidentiality, and termination of those services as set forth below.

SCOPE OF WORK

Deliverables will include, without limitation, organization of business document files, preparation of standard corporate documentation, labeling and indexing of files, and transfer of electronic and/or hard-copy media to Client in formats agreed by the Parties. Any additional services requested beyond this Scope will be documented in a written amendment signed by both Parties.

PAYMENT TERMS

Service Provider shall submit invoices in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay each undisputed invoice within days from receipt. All payments shall be made in United States dollars unless otherwise specified.

Overdue amounts shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law. Alternatively, the Parties may assess a flat late fee of $ for each late installment, subject to the Parties' election in writing.

Client shall be responsible for any sales, use, value-added, or other taxes (excluding Service Provider income taxes) arising from payments under this Agreement. If Client disputes any portion of an invoice in good faith, Client shall timely notify Service Provider and pay the undisputed portion in accordance with this section.

TERM AND TERMINATION

The Term of this Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this Agreement.

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure that breach within the Notice of Termination period specified above after receipt of written notice. Either Party may also terminate for convenience upon providing the other Party the Notice of Termination specified above; in such event, Client shall pay for all work performed and reasonable costs incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all nonpublic information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party"), whether disclosed orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential. Receiving Party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information shall not include information that (i) is or becomes publicly available through no breach of this Agreement by Receiving Party, (ii) was rightfully known to Receiving Party prior to disclosure, (iii) is received from a third party without breach of any obligation of confidentiality, or (iv) was independently developed by Receiving Party without use of the Disclosing Party's Confidential Information. Upon termination or expiration of this Agreement, Receiving Party shall return or destroy the Disclosing Party's Confidential Information as directed.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of laws principles. The Parties agree that venue for any dispute arising out of this Agreement shall be the state or federal courts located within that jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any exhibits or written amendments signed by both Parties, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by both Parties.

MISCELLANEOUS

Relationship of the Parties: Service Provider is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Service Provider is solely responsible for withholding and reporting taxes related to payments it receives under this Agreement.

By checking this box, the undersigned acknowledges that Service Provider will perform services as an independent contractor.

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